Asset Acquisition Agreement

                                 by and between

                        Oxford Investments Holdings Inc.

                                       and

                               Christopher Webster





This Agreement by and between,  Oxford  Investments  Holdings Inc. a corporation

organized and existing pursuant to the laws of the province of Toronto, Ontario,

Canada (the  "Corporation) with an address at 1315 Lawrence Ave East, Suite 520,

Toronto  Ontatio,  M3A  3R3  (hereinafter  referred  to  as  the  "Buyer"),  and

Christopher Webster with an address at 50 Portland St., Toronto,  Ontario Canada

(hereinafter referred to as the "Seller");



Witnesseth



Whereas  Seller  wholly owns and  operates a business  under the name of Webstar

Internet Solutions  ("Webstar") and desires to sell all of the assets of Webstar

hereinafter listed to the Buyer; and



Whereas Webstar  provides a unique online payment system  specifically  designed

for online gaming; and



Whereas  this payment  system is backed by tier one Canadian  banking and allows

Visa,  Mastercard and American  Express to be used in a totally approved manner;

and



Whereas  the Buyer  desires to  purchase  all the assets of Webstar  and operate

Webstar as a wholly-owned  subsidiary of Buyer upon the terms and subject to the

conditions hereinafter stated; and



Whereas this purchase and sale is limited to the assets hereinafter specifically

set forth,  and it is the  intention  of the parties that Buyer shall not assume

any liabilities of the Seller or Mr. Webster.



NOW,  THEREFORE,  the parties hereto in consideration  of the mutual  covenants,

agreements, and undertakings hereinafter set forth, do hereby agree as follows:





                                       1

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1. Sale of Assets:



For the sum of one million  (1,000,000)  shares of the Corporation common stock,

no par value  (the  "Stock"),  the  Seller  agrees  to sell and Buyer  agrees to

purchase all of the rights,  title,  interest, in and to Webstar and its assets,

including all goodwill,  technologies,  source codes,  developed  products,  all

business dealings,  and  relationships,  patents and trademarks all as set forth

and described in Exhibit A attached to the attached Bill of Sale.



The purchase price will be paid with one million  (1,000,000)  restricted shares

of the Corporation common stock no par value.



2. Covenant Not to Compete



Seller  covenants  that after the closing date of this  Agreement,  he shall not

solely or jointly with any other  person,  firm, or  corporation  other than the

Corporation,  either  directly  or  indirectly,  carry  on,  engage  in,  or  be

interested  in any  manner in a  business  as  conducted  by or  proposed  to be

conducted  by WebStar or similar  to or  related to the  business  conducted  by

WebStar  within the  province of Toronto,  Ontario for a period of two (2) years

from the date of this Agreement without the prior written consent of Buyer.



3. Representations by Seller



Seller jointly and severally covenants and represents:



a) That he is the sole  owner of, and has good and  marketable  title to, all of

the  assets  including  all  goodwill,  technologies,  source  codes,  developed

products, all business dealings,  and relationships,  patents and trademarks all

as specifically  enumerated in the attached  Exhibit A to the Bill of Sale, free

and clear of all debts and  encumbrances,  and said  assets  shall be enjoyed by

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